SEPARATION AGREEMENT AND GENERAL RELEASE

Exhibit 10.19

SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation Agreement and General Release (“ Agreement ” herein) is made and entered into as of this 30 ^th day of November, 2008, by and between Larry Sullivan, a resident of Williamsburg, Virginia (“ SULLIVAN ”), and Kreido Biofuels, Inc., a Nevada corporation having its principal place of business in the State of California ( ” Kreido ”), and Kreido Laboratories, a California corporation (together with Kreido, the “ Company ”).

A. SULLIVAN has been employed as an officer of Kreido and as an officer of Kreido Laboratories pursuant to a certain Employment Agreement dated April 28, 2007 (the “ Employment Agreement ”).

B. The parties desire to terminate the employment of SULLIVAN by the Company effective on the effective date set forth below.

C. SULLIVAN holds options (“ Options ”) to purchase shares of Kreido common stock the excise price of which is significantly greater than the market value of Kreido common stock and the parties desire to terminate said options.

D. Although there are no known disputes currently existing between SULLIVAN and Company, the parties wish to permanently provide for and resolve any and all disputes that could arise out of SULLIVAN’s employment with Company and the termination of SULLIVAN’s employment.

For and in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties do hereby agree as follows:

1.  TERMINATION OF EMPLOYMENT . SULLIVAN and the Company hereby agree that the employment of SULLIVAN by the Company shall cease, without further notice or action on the Termination Date. The termination of SULLIVAN’s employment shall also terminate the Employment Agreement but shall not terminate or release SULLIVAN’s from any obligation, covenant or liability under the Employment Agreement that expressly survives termination of the Employment Agreement, except as specifically provided herein.

2.  NO DISPUTES OR ADMISSIONS . The parties agree that this Agreement, and the performance of the acts required hereunder do not constitute an admission of liability, culpability, negligence or wrongdoing on the part of anyone, and will not be construed for any purpose as an admission of liability, culpability, negligence or wrongdoing by any party and/or by any party’s current, former or future predecessors, successors, officers, directors, shareholders, agents, employees and assigns. SULLIVAN and Company hereby acknowledge that there exists no disagreements, disputes, misunderstandings or misinterpretations by and among them with regard to SULLIVAN’s employment or any act or omission as an officer or employee of Company and/or his termination of such employment. In furtherance of the foregoing:

(a) SULLIVAN’s employment with Company shall terminate voluntarily effective as of the Termination Date;

(b) No accrued but unpaid salary or other compensation is owed to SULLIVAN by Company. No accrued but unpaid paid time off is due and payable to SULLIVAN;

(c) No reimbursable expenses are due and payable to SULLIVAN;

(d) As of the date of this Agreement, SULLIVAN has not suffered any on the job injuries, family or medical leave claims, occupational diseases or wage or overtime claims relating to SULLIVAN’s employment at the Company; and

3. CONSIDERATION .

(a) Severance Pay . Kreido agrees that on the Effective Date, it will pay, to SULLIVAN, the gross sum indicated in the space below as the Severance Payment, less all applicable withholding and payable taxes and benefits, contributions or payments that are billed in arrears (“ Severance Payment ”). SULLIVAN acknowledges that the Severance Payment is made by Kreido in consideration of the general release and other covenants set forth herein below, the knowing waiver of employment-related claims and all other covenants given by SULLIVAN pursuant to this Agreement. In addition, the Company will pay SULLIVAN on the Effective Date his salary and accrued but unpaid paid time off pay through November 30, 2008, less all applicable withholding and payroll taxes and benefits, contributions or payments.

(b) Repurchase Of Options . SULLIVAN has been granted the following stock options:

On the Effective Date, Kreido will repurchase all Options to purchase shares of Kreido common stock from SULLIVAN for $175.00.

(c) Reference Letter . Kreido agrees to provide SULLIVAN with a reference letter signed by the Chief Executive Officer of Kreido, which SULLIVAN may use in his future employment endeavors.

(d) Continuation of Medical Insurance Benefits . The Company’s group medical insurance for SULLIVAN and his dependents will continue through December 31, 2008. The Company will promptly provide SULLIVAN with written materials which describe his rights to continue his and his dependents’ participation in Kreido’s group provider medical plan pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”) commencing January 1, 2009. Kreido will pay on his behalf the medical insurance premium for the month of December, 2008 (the “ Coverage ”). After December 31, 2008, SULLIVAN will have to determine whether to enroll in the COBRA program in order to have continued participation in medical coverage for he and his dependents which shall be at SULLIVAN’s expense. Nothing herein shall limit the right of Kreido to change the provider and/or the terms of its group healthcare plans for its employees at any time hereafter.

(e) Cooperation Period . SULLIVAN agrees to make himself available from time to time between the Effective Date and January 31, 2009 when reasonably requested by the Company, to assist and cooperate with the Company with matters related to the business and affairs of the Company.

4. RELEASE OF COMPANY .

(a) Release. SULLIVAN, for himself and for each of his affiliates, successors and assigns, knowingly and voluntarily waives, and fully and forever releases and discharges Company and each of its past, present and future officers, directors, agents, employees, attorneys, independent contractors, and affiliates, and their respective successors and assigns (collectively, the “ Kreido Releases ”) from any and all liabilities, charges, claims, promises, demands, losses, rights, and actions, of any kind or nature, in law or in equity, actual or contingent, known or unknown, related to or arising out of his employment with Company or its termination which have arisen, occurred or existed at any time prior to the Effective Date this Agreement. SULLIVAN understands and agrees that this release and waiver applies to any and all forms of monetary or other relief which he might seek in connection with his employment or its termination.

(b) Knowing Waiver Of Employment-Related Claims . SULLIVAN understands and agrees that, with the exception of potential employment-related claims specifically identified below, he is waiving any and all rights he may have or has, or in the future may have, to pursue against any of the Kreido Releases any and all remedies available to him under employment-related causes of action, including without limitation, claims of wrongful discharge, breach of contract, breach of covenant of good faith and fair dealing, fraud, misrepresentation, violation of public policy, defamation, discrimination, harassment, personal injury, physical or emotional distress, interference with prospective economic advantage, claims for severance (except as provided for in this Agreement), claims for benefits or perquisites of exercise (including stock options). These include a release of all claims under any federal, state or local laws or regulations including, but not limited to, claims under: Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §2000e et seq ,; the Age Discrimination in the Employment Act, 29 U.S.C. §621 et. seq .; the Americans With Disabilities Act; the Federal Rehabilitation Act; the Family and Medical Leave Act; Sarbanes-Oxley Act of 2002, 18 U.S.C. §1514A et . seq ,; Civil Rights Employment Statutes, 42 U.S.C. §§1891 through 1988; Employment Retirement Income Security Act of 1974, 29 U.S.C. §1001 et . seq ,; National Labor Relations Act 29 U.S.C. §151 et . seq .; the Health Insurance Portability and Accounting Act of 1996, Pub. Law 104-191; the Equal Pay Act of 1963; the Fair Credit Reporting Act, 15 U.S.C. § 1681, et seq . ; the California Fair Employment and Housing Act; the California Family Rights Act; California Labor Code §132a and §200 et. seq ; any applicable California I